Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubof any change or event (i) that has, and or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect or (ii) that it believes results or would reasonably be expected to result in a failure of the conditions set forth in Section 7.2. Parent and MergerSub shall give prompt notice to the Company, Company of any change or event (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parentthat has had, or MergerSubwould, as individually or in the case may beaggregate, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have have, a Parent Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (vii) any Material Adverse Effect that it believes results or would reasonably be expected to result in their respective financial conditions, properties, businesses, results a failure of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the conditions set forth in Section 7.3. The delivery of any notice pursuant to this Section 7.6 6.9, however, shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. If any event or matter arises after the date of this Agreement that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or that is necessary to correct any information in the Company Disclosure Schedule that has been rendered inaccurate thereby, then the Company shall promptly supplement, or amend the Company Disclosure Schedule that it has delivered pursuant to this Agreement and deliver such supplement or amendment to Parent; provided that such supplement or amendment shall be for informational purposes only and shall not enlarge, reduce or otherwise modify the rights of the parties hereunder (including the right of any party to assert the failure of a condition to Closing set forth in Article VII without regard to any such supplement or amendment). Any noncompliance with this Section 6.9 shall not constitute the failure of a condition set forth in Article VII to be satisfied or give rise to any right of termination under Article VIII.

Notification of Certain Matters. The Company From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to Article VIII hereof, each party hereto shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to promptly notify the Company, other party hereto of (ia) the occurrence occurrence, or nonoccurrence non-occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would be likely to cause cause: (i) any representation or warranty contained made in this Agreement by such party, or any information furnished in the Company Disclosure Schedule by such party, as the case may be, to be untrue inaccurate either at the time such representation or inaccurate warranty was made, or such information is furnished, or at the time of the occurrence or prior to the Effective Time, non-occurrence of such event; or (ii) any material failure by such party to comply with or satisfy any condition to the obligations of such party to effect the Offer, the Merger and the other transactions contemplated by this Agreement, or (b) the failure of the Company, Company or Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, pursuant to this Agreement which would become a default which could reasonably be expected likely to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or result in any of its subsidiaries subsequent the conditions to the date obligations of this Agreement any party to effect the Offer, the Merger and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsAgreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.07 shall not be deemed to be an amendment of this Agreement or any schedule of the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or matter on the date of this Agreement. No delivery of any notice pursuant to this Section 6.07 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give ------------------------------- prompt notice to Parent and MergerSubor Acquisition Sub, and Parent and MergerSub or Acquisition Sub shall give prompt notice to the Company, upon becoming aware of (i) the occurrence or nonoccurrence of any event event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article VII, not being satisfied, (ii) the failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article VII, not being satisfied and (iii) the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at inaccurate, which has resulted in, or prior could be reasonably expected to result in any condition to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement Offer set forth in Annex A not to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the satisfied. The delivery of any notice pursuant to this Section 7.6 6.7 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The During the Pre-Closing Period, the Company shall give prompt written notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt written notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third Governmental Authority in connection with the this Agreement or any of the Transactions, (b) any notice or other communication received by such party from any person alleging that the consent consent, approval, permission or waiver of such third party person is or may be required in connection with any of the transactions contemplated Transactions, (c) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement or any of the Transactions, (d) any Stockholder Litigation, and (e) the discovery by a party to this AgreementAgreement of any fact, circumstance or event, the occurrence or non-occurrence of which could reasonably be expected to result in (i) the failure of any representation or warranty of such party contained in this Agreement to be true or correct in all material respects at or prior to the Merger Closing, (ii) any failure of such party to comply in all material respects with such party’s covenants or agreements hereunder, or (viii) the failure of any Material Adverse Effect of the conditions of the obligations set forth in their respective financial conditions, properties, businesses, results Article VI or Annex I to be satisfied or the satisfaction of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionswhich to be materially delayed; provided, however, provided that the delivery of failure to deliver any notice pursuant to this Section 7.6 5.6 shall not cure such breach be considered in determining whether the conditions set forth in Article VI or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such noticeAnnex I have been satisfied.

Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence other Party of any fact, event the occurrence or nonoccurrence of which would be likely circumstance known to cause any representation it (a) that individually or warranty contained in this Agreement taken together with all other facts, events and circumstances known to be untrue it, has had or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the CompanyCompany or Parent or a Material Adverse Effect on the Company and its Subsidiaries or Parent and its Subsidiaries, Parentin each case taken as a whole, (b) that would cause or MergerSub, as the case may be, received by it or constitute a breach of any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Timerepresentations, under any contract warranties, covenants or agreement to which it or any of its subsidiaries is a party or is subjectagreements contained herein, (ivc) that would cause the failure of any notice or other communication from condition precedent to its obligations, (d) regarding any consent of a third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by Merger, (e) relating to any notice or other communication from any Governmental Authority in connection with the Merger, or (f) in respect of any Proceedings commenced relating to it or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.20 or (v) any Material Adverse Effect in their respective financial conditionsSection 5.9, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsapplicable; provided, however, that (i) the delivery of any notice pursuant to this Section 7.6 7.8 shall not prevent or cure such any misrepresentations, breach of warranty or non-compliance breach of covenant, and (ii) disclosure by the Company or limit Parent pursuant to this Section 7.8 shall not be deemed to amend or otherwise affect supplement either the remedies available hereunder Company Disclosure Schedule or the Parent Disclosure Schedule, or constitute an exception to the party receiving such noticeany representation or warranty under this Agreement.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Merger or the other transactions contemplated by hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.10 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice written notice, but in any event no less than within one (1) Business Day, to Parent and MergerSub, and Parent and MergerSub shall give prompt notice written notice, but in any event no less than within one (1) Business Day to the Company, as the case may be, of (i) the discovery by the Company or Parent, as the case may be, of any event, condition, fact, or circumstance that occurred or existed on or prior to the Agreement Date and that caused or constitutes an inaccuracy in any representation or warranty made by such party in this Agreement, (ii) the occurrence or nonoccurrence non-occurrence of any event after the occurrence or nonoccurrence of Agreement Date which would be is likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Company or Parent, or MergerSub, as the case may be, to comply with be untrue or satisfy any covenant, condition, or agreement inaccurate at the Closing Date such that the conditions to closing set forth in Article VI would fail to be complied with or satisfied by it hereundersatisfied, (iii) any notice of, failure by the Company or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received to materially comply with or materially satisfy any covenant or other agreement to be complied with by it or any of its subsidiaries subsequent hereunder such that the conditions to the date of this Agreement closing set forth in Article VI would fail to be satisfied, and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreementevent, condition, fact, or (v) circumstance that would make the timely satisfaction of any of the conditions set forth in Article VI impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect in their respective financial conditionsor Parent Material Adverse Effect, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsthe case may be; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.8(a) shall not cure such breach or non-compliance or limit or otherwise affect the any remedies available hereunder to Parent or the party receiving such noticeCompany, as the case may be.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence discovery of any fact or nonoccurrence circumstance, or the occurrence, or non-occurrence, of any event the occurrence or nonoccurrence of which would could reasonably be likely expected to cause any representation of their respective representations or warranty warranties contained in this Agreement to be become untrue or inaccurate at in any material respect or prior to cause any condition to the Effective Time, obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any material failure of the Company, Parent, Parent or MergerSubMerger Sub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such breach matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or (v) the occurrence or non-occurrence of any Material Adverse Effect event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in their respective financial conditions, properties, businesses, results any of operations, the conditions to the Merger set forth in Article VI not being satisfied or prospects, taken as a whole, other than changes resulting from general economic conditionssatisfaction of those conditions being materially delayed; provided, however, that the delivery of any notice that no notification given pursuant to this Section 7.6 5.11 shall not cure such breach or non-compliance or limit (w) limit, modify or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (x) otherwise prejudice in any way the rights and remedies available hereunder of Parent and Merger Sub contained in this Agreement, (y) be deemed to affect or modify Parent’s or Merger Sub’s reliance on the party receiving such noticerepresentations, warranties, covenants and agreements made by the Company in this Agreement or (z) be deemed to amend or supplement the Company Disclosure Letter or prevent or cure any misrepresentation, breach of warranty or breach of covenant by the Company.

Notification of Certain Matters. The Company Earthbound Group shall give prompt notice to Parent and MergerSubBuyer, and Parent and MergerSub Buyer shall give prompt notice to the CompanyEarthbound Group, as promptly as reasonably practicable upon acquiring Knowledge of (ia) the any fact, change, condition, circumstance, event, occurrence or nonoccurrence of any event the non-occurrence (an “Event”) that has caused or nonoccurrence of which would be is reasonably likely to cause any representation or warranty contained in this Agreement made by such party to be untrue or inaccurate in any respect and arose at or any time after the date hereof and prior to the Effective TimeClosing, (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, on its part to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, such party hereunder or (iiic) institution of or the written threat of institution of any notice of, or other communication relating to, Legal Proceeding against a default or event which, with notice, lapse member of time, or both, would become a default which could reasonably be expected the Earthbound Group related to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionshereby; provided, however, that the delivery failure of a party to give notice under this Section 7.14 hereof shall not give rise to (A) the failure of any notice of the conditions set forth in Article VIII of this Agreement to be satisfied, (B) a termination right of any party hereto pursuant to Article IX of this Agreement, (C) an indemnification claim, (D) any tort or extra-contractual claim, or (E) result in a breach of this Agreement. If any such Event did not exist as of the date of this Agreement and did not result from a breach of Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect 7.1, then the remedies available hereunder Company’s prompt delivery to Buyer (must also be within one day prior to Closing) of a supplement to the party receiving Schedules specifying such noticeEvent and the related change shall be deemed to have cured any misrepresentation or breach of representation or warranty that otherwise might have existed hereunder by reason of such Event.

Notification of Certain Matters. The Company From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to Article VIII hereof, each party hereto shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to promptly notify the Company, other party hereto of (ia) the occurrence occurrence, or nonoccurrence nonoccurrence, of any event the occurrence, or non-occurrence or nonoccurrence of which would be likely to cause cause: (i) any representation or warranty contained made in this Agreement by such party, or any information furnished in the Parent Disclosure Schedule or the Company Disclosure Schedule by such party, as the case may be, to be untrue inaccurate either at the time such representation or inaccurate warranty was made, or such information is furnished, or at the time of the occurrence or prior to the Effective Time, non-occurrence of such event; or (ii) any material failure by such party to comply with or satisfy any condition to the obligations of such party to effect the Merger and the other transactions contemplated by this Agreement, or (b) the failure of the Company, Company or Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, pursuant to this Agreement which would become a default which could reasonably be expected likely to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or result in any of its subsidiaries subsequent the conditions to the date obligations of this Agreement any party to effect the Merger and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsAgreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.07 shall not be deemed to be an amendment of this Agreement or any schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or matter on the date of this Agreement. No delivery of any notice pursuant to this Section 6.07 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated hereby or (d) any change, condition or event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this AgreementAgreement to be untrue or inaccurate in any material respect, or (vii) that results or would reasonably be expected to result in any Material Adverse Effect failure of such party to comply with or satisfy in their respective financial conditionsany material respect any covenant, properties, businesses, results of operations, condition or prospects, taken as a whole, other than changes resulting from general economic conditionsagreement (including any condition set forth in Article VI) to be complied with or satisfied hereunder; provided, however, that with respect to any such change, condition or event described in the delivery foregoing clause (d)(i) that would not result in the failure of a condition set forth in Article VI, the applicable party’s obligation to notify the other party “promptly” shall be deemed satisfied if such notification is delivered within seven days of such party becoming aware of the applicable change condition or event; provided, further, that no such notification shall affect any notice pursuant of the representations, warranties, covenants, rights or remedies, or the conditions to this Section 7.6 the obligations of, the parties hereunder; and provided, further, that an unintentional failure to provide such notification shall not cure such constitute a breach or non-compliance or limit or otherwise affect of a covenant for purposes of the remedies available hereunder to the party receiving such noticeclosing conditions set forth in Article VI.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Merger or the other transactions contemplated by hereby, (ii) any Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would could reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (viv) any Material Adverse Effect in their respective financial conditionsnotice of an actual or potential default, propertiesevent of default, businesses, results servicer event of operationsdefault or similar event under any Securitization Instrument, or prospects, taken as notice of a whole, other than changes resulting from general economic conditionsfailure to perform an obligation thereunder; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.12 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice. The Company shall notify Parent, on a reasonably current basis, of any events or changes of which the Company is aware with respect to any criminal or regulatory investigation or action involving the Company or any of its Affiliates (but excluding traffic violations and similar misdemeanors), and shall reasonably cooperate with Parent in efforts to mitigate any adverse consequences to Parent which may arise therefrom (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. The Until the Acceptance Time: (a) the Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably could be likely expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at or prior to in any material respect such that the Effective Timecondition set forth in clause (e) of Annex A would not be satisfied, and (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, Company to comply with or satisfy in any covenant, condition, material respect any covenant or agreement required to be complied with or satisfied by it hereunderhereunder such that, in the case of the Company, the condition set forth in clause (iiif) of Annex A would not be satisfied; and (b) Parent shall give prompt notice to the Company of (i) the occurrence of any notice of, or other communication relating to, a default or event which, with notice, lapse the occurrence of time, or both, would become a default which reasonably could reasonably be expected to have a Material Adverse Effect on the Company, Parent, cause any representation or MergerSub, as the case may be, received by it warranty of Parent or any of its subsidiaries subsequent to the date of Purchaser contained in this Agreement to be untrue or inaccurate in any material respect, and prior (ii) any failure of Parent or Purchaser to the Effective Time, under comply with or satisfy in any contract material respect any covenant or agreement required to which it be complied with or any satisfied by either of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsthem hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.09 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Thermo Electron shall give prompt notice to Parent Fisher and MergerSub, and Parent and MergerSub Fisher shall give prompt notice to Thermo Electron, as the Companyxxxx xay be, xx xhe occurrence, or failure to occur, of (i) the any event, which occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which failure to occur would reasonably be likely expected to cause (a)(i) any representation or warranty of such party contained in this Agreement that is qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement that is not qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any material respect, in each case at or prior to any time from and after the date of this Agreement until the Effective Time, or (iib) any material failure of Thermo Electron and the Company, Parent, Merger Sub or MergerSubFisher, as the case may be, to comply with or satisfy any covenant, condition, coxxxxxxn or agreement to be complied with or satisfied by it hereunderunder this Agreement. In addition, (iii) any Thermo Electron shall give prompt notice ofto Fisher and Fisher shall give prompt notice to Thermo Electron, as the xxxx xay be, xx xny change or event having, or other communication relating to, a default or event which, with notice, lapse of time, or both, which would become a default which could reasonably be expected to have have, a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of such party and its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospectsSubsidiaries, taken as a whole, other than changes resulting from general economic conditions; providedor which would reasonably be expected to result in the failure of any of the conditions set forth in Article VI to be satisfied. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 7.6 shall 5.14 will not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party's obligation to consummate the Merger.

Notification of Certain Matters. The Company During the period from the date of this Agreement to the earlier of the Merger Effective Time and the termination of this Agreement, Post and SpinCo shall give prompt notice to Parent and MergerSubBellRing, and Parent and MergerSub BellRing shall give prompt notice to the CompanyPost and SpinCo, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any written notice or other substantive communication received by such party from any third party Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this AgreementTransactions, (ii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained in this Agreement or another Transaction Agreement to be untrue in such a manner so as to cause the failure of any of the conditions set forth in Section 9.2(a) or Section 9.3(b), as applicable, to be satisfied, and (viii) any Material Adverse Effect failure of such party to perform or comply with any covenant or agreement to be performed or complied with by it hereunder in their respective financial conditionssuch a manner so as to cause the failure of any of the conditions set forth in Section 9.2(b), propertiesSection 9.2(c) or Section 9.3(b), businessesas applicable, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsto be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 8.10 shall not (x) cure such any breach of, or non-compliance or with, any other provision of this Agreement, (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice or (z) prejudice the party giving such notice with respect to the matters contemplated by such notice solely by virtue of having delivered such notice; provided further that any party’s failure to perform or comply with its obligations under this Section 8.10 shall not be considered a failure to perform or comply with such party’s obligations hereunder for purposes of Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, unless the underlying factor or event would independently result in the failure of the condition set forth in Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, to be satisfied.

Notification of Certain Matters. The Company shall give prompt notice (provided that no delay shall be deemed a breach of this Section 5.6 unless Parent is actually harmed) to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of of: (ia) the occurrence or nonoccurrence non-occurrence of any event event, the occurrence or nonoccurrence non-occurrence of which would be is likely to cause any representation or warranty contained of the Company set forth in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, Company to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.6 shall not cure such breach or non-compliance or (i) limit or otherwise affect the any remedies available hereunder to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further that the failure to deliver a notice pursuant to this Section 5.6 shall not be considered in determining whether the condition set forth in Section 1.2(b)(ii)(A) or Section 1.2(b)(ii)(B) has been satisfied. No disclosure by the Company pursuant to this Section 5.6 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. The Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to as the Companycase may be, of (i) the occurrence, or failure to occur, of any event, which occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be failure to occur is reasonably likely to cause (a)(i) any representation or warranty of such party contained in this Agreement that is qualified as to "materiality" or "Company Material Adverse Effect" or "Parent Material Adverse Effect", as the case may be, to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at or prior to any time from and after the date of this Agreement until the Effective Time, Time or (iib) any material failure of Parent and Merger Sub or the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. In addition, (iii) any Parent shall give prompt notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Company and the Company shall give prompt notice to Parent, or MergerSub, as the case may be, received by it of any change or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreementevent having, or (v) any which is reasonably likely to have, a Parent Material Adverse Effect in their respective financial conditionsor Company Material Adverse Effect, propertiesas the case may be, businesses, results of operations, or prospectson such party and its Subsidiaries, taken as a whole, other than changes resulting from general economic conditions; providedor which would be reasonably likely to result in the failure of any of the conditions set forth in Article VI to be satisfied. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 7.6 shall 5.14 will not cure such breach or non-compliance or limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the remedies available hereunder to the party receiving such noticenotice or the conditions to such party's obligation to consummate the Merger.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such Party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Merger or the other transactions contemplated by hereby, if the subject matter of such communication or the failure of such Party to obtain such consent would be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be likely to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.12 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (iii) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The Company shall notify Parent, on a reasonably current basis, of any events or changes with respect to any regulatory investigation or action involving the Company or any of its Affiliates, and shall reasonably cooperate with Parent and its Affiliates in efforts to mitigate any adverse consequences to Parent or its Affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. The Company Parent shall use its reasonable best efforts to give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt written notice to the Company, of and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (ia) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained made by such party in this Agreement to be untrue or that is inaccurate at or prior to the Effective Time, (ii) in any material failure respect as of the Company, Parent, date of this Agreement (or MergerSubany representation or warranty made by such party in this Agreement that is qualified by materiality or refers to Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, that is inaccurate in any respect as of the date of this Agreement), the occurrence or non-occurrence of any event of which the Company is aware that would be reasonably likely to cause the condition precedent in Section 6.2(a) not to be satisfied or the occurrence or non-occurrence of any event of which Parent is aware that would be reasonably likely to cause the condition precedent in Section 6.3(a) not to be satisfied; or (b) any failure in any material respect of such party to comply in a timely manner with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.11 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder under this Agreement to the party receiving such notice; and provided further that no party shall have the right not to close the Merger or the right to terminate this Agreement as a result of the delivery of such a notice if the underlying breach would not result in such party having such rights under the terms of Articles VI and VII hereof.

Notification of Certain Matters. The Parent (on behalf of itself and Buyer) and Seller (on behalf of itself and Company and Company Subsidiary) shall give prompt promptly notify each other of (a) any notice or other communication received by such party or its Representatives from any Government Authority in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such communication could be material to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, Company Subsidiary, Parent, Buyer or the prompt consummation of the transactions contemplated hereby, (ib) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence non-occurrence of which which, has caused or would be cause or result in any of the conditions set forth in Article X not being satisfied or satisfaction of those conditions being materially delayed, (d) the occurrence or non-occurrence of any event, change, circumstance, effect or state of facts, individually or in the aggregate, that has caused or is reasonably likely to cause any representation or warranty contained in this Agreement of such party to be untrue or inaccurate at in any material respect, or prior to the Effective Time, (iie) any material failure of the CompanySeller, Parent, Parent or MergerSubBuyer, as the case may be, or any officer, director, employee, agent or Representative of Seller, Parent or Buyer, as applicable, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.16 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to this Section 6.16 shall not constitute a failure of a condition set forth in Article X except to the extent that the underlying fact or circumstance not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. The Company Quintiles and IMS Health shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreementhereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated hereby or (vd) any Material Adverse Effect change, condition or event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in their respective financial conditionsthis Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) that results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, properties, businesses, results of operations, condition or prospects, taken as a whole, other than changes resulting from general economic conditionsagreement (including any condition set forth in Article VI) to be complied with or satisfied hereunder; provided, however, that no such notification shall affect any of the delivery of any representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder; provided, further, that failure to give prompt notice pursuant to clause (d) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would, standing alone, constitute such a failure. The parties agree and acknowledge that neither Quintiles’ nor IMS Health’s compliance or failure of compliance with this Section 7.6 5.9 shall not cure such breach be taken into account for purposes of determining whether the conditions referred to in Section 6.2(b) or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such noticeSection 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any third party Governmental Entity in connection with the Mergers or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Mergers or the other transactions contemplated by hereby, (ii) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any Company Subsidiary which relate to the Mergers or the other transactions contemplated hereby (“Transaction Litigation”) or (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be expected to result in any of the conditions to the Mergers set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.9(a) shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (iii) shall not constitute a failure of a condition to the Mergers set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (ia) the occurrence occurrence, or nonoccurrence non-occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would could reasonably be likely expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at in any material respect, in the case of representations or prior to warranties not qualified by any "material" or "Company Material Adverse Effect" qualifier, or in any respect, in the Effective Timecase of representations or warranties qualified by the "material" or "Company Material Adverse Effect" qualifier, and (iib) any material failure of the Company, Parent, Parent or MergerSubMerger Sub, as the case may be, to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder; PROVIDED, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, howeverHOWEVER, that the delivery of any notice pursuant to this Section 7.6 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. In addition, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of any notice or other communication (i) from any person and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives alleging that the consent of such person is or may be required in connection with this Agreement or the Transactions, (ii) from any Governmental Authority and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives in connection with this Agreement or the Transactions, and (iii) except in the event the Company Board shall have effected a Change of Board Recommendation, from or to the SEC.

Notification of Certain Matters. The Company From and after the date of this Agreement until the earlier to occur of the termination of this Agreement or the Effective Time, each party hereto shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to promptly notify the Company, other parties hereto in writing of (ia) the occurrence occurrence, or nonoccurrence nonoccurrence, of any event the occurrence or nonoccurrence of which would be likely to cause (i) any representations or warranties made in this Agreement, or any information furnished on any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule, not to be accurate, to a degree which would cause any condition to the obligations of any party to effect the Merger not to be satisfied, either at the time such representation or warranty contained in this Agreement to be untrue is made, or inaccurate such information is furnished, or at the time of the occurrence or prior to the Effective Timenonoccurrence of such event, or (ii) any material condition to the obligations of any party to effect the Merger not to be satisfied, including, without limitation, the failure of the Company, ParentCompany to satisfy the condition specified in Section 9.02(c), or MergerSub(b) the failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) pursuant to this Agreement which would be likely to result in any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent condition to the date obligations of this Agreement and prior any party to effect the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may Merger not be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionssatisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.03 shall not be deemed to be an amendment of this Agreement or any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or matter prior to the date of this Agreement. No delivery of any notice pursuant to this Section 7.03 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice, including the rights of Parent under Section 9.02(a) and the rights of the Company under Section 9.03(a), in the event that a representation or warranty made by the Company or Parent herein shall not be true and correct as of the date hereof and as of the Effective Time.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, Merger Sub and Parent and MergerSub Merger Sub shall give prompt notice to the Company, Company of (ia) any written notice or other communication received from any Person alleging that the consent of such Person is required in connection with the Transactions, (b) any notice from any Governmental Authority in connection with the Transactions, (c) any Actions or claims commenced or, to such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries that relate to the Transactions, (d) the discovery of any fact or circumstance, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence of which event, that would be likely to cause any representation or warranty made by such Party contained in this Agreement to be be, with respect to the Company, untrue or inaccurate at such that the condition set forth in Section 7.02(a) would not be satisfied, and with respect to Parent and Merger Sub, untrue or prior to inaccurate such that the Effective Timecondition set forth in Section 7.03(a) would not be satisfied, and (iie) any material failure of the Company, Parent, or MergerSub, as the case may be, such Party to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.14 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice.

Notification of Certain Matters. The Company SELLERS shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify TOG of (ia) the occurrence or nonoccurrence non-occurrence of any fact or event to the occurrence or nonoccurrence Knowledge of the two major shareholders of the SELLERS which would be reasonably likely (i) to cause any representation or warranty of SELLERS contained in this Agreement to be untrue or inaccurate in any material respect (except for individual representations and warranties with materiality qualifiers, in which case would be untrue or inaccurate in any respect) at or prior any time from the date hereof to the Effective TimeClosing Date, unless such fact or event is expressly permitted pursuant to this Agreement, or (ii) to cause any covenant, condition or agreement of SELLERS in this Agreement not to be complied with or satisfied in any material respect and (b) any failure of the Company, Parent, or MergerSub, as the case may be, SELLERS to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement in any material respect; provided, (iii) any notice ofhowever, that no such notification shall affect the representations or warranties of SELLERS, or other communication relating to, a default or event which, with notice, lapse the right of timeTOG to rely thereon, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent conditions to the date obligations of this Agreement and prior TOG. SELLERS shall give prompt written notice to the Effective TimeTOG, under in any contract or agreement to which it or any event within ten (10) days following receipt of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of of: (ia) the occurrence or nonoccurrence non-occurrence of any event event, the occurrence or nonoccurrence non-occurrence of which would be is likely to cause any representation or warranty contained of the Company set forth in this Agreement to be untrue or inaccurate at or prior to the Effective TimeTimes such that the condition in Section 6.2(a) would not be satisfied, and (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, Company to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging hereunder such that the consent of such third party is or may condition in Section 6.2(b) would not be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionssatisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.6 shall not cure such breach or non-compliance or (i) limit or otherwise affect the any remedies available hereunder to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further that the failure to deliver a notice pursuant to this Section 5.6 (x) shall not be considered in determining whether the condition set forth in Section 6.2(a) or Section 6.2(b) has been satisfied and (y) shall not be deemed to be a breach of covenant under this Section 5.6 and shall constitute only a breach of the underlying representation, warranty, covenant, condition or agreement, as the case may be. No disclosure by the Company pursuant to this Section 5.6 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to consummate the Mergers in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any third party Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such third party person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the Tender Offer Conditions or any of the conditions set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.13 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice. The Company shall notify Parent, on a reasonably current basis, of any events or changes with respect to any material regulatory or other investigation or action involving the Company or any of its affiliates by any Governmental Entity, and shall reasonably cooperate with Parent or its affiliates in efforts to mitigate any adverse consequences to Parent or its affiliates which may arise (including by coordinating and providing assistance in meeting with regulators). The parties agree and acknowledge that, except with respect to clause (iii) of the first sentence of this Section 5.13, the Company’s compliance or failure of compliance with this Section 5.13 shall not be taken into account for purposes of determining whether the condition referred to in paragraph (d) of Annex III shall have been satisfied.

Notification of Certain Matters. The Company CSERV and the Shareholders shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, Purchaser of (i) the occurrence or nonoccurrence non-occurrence of any event event, the occurrence or nonoccurrence non-occurrence of which would be likely to cause any representation or warranty of CSERV or the Shareholders contained in this Agreement to be untrue or inaccurate at or prior to inaccurate, such that the Effective Time, condition set forth in Section 7.2(a) would not be satisfied and (ii) any material failure of CSERV or the Company, Parent, or MergerSubShareholders, as the case may be, to comply with or satisfy in all material respects any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.10 shall not cure such breach or non-compliance or limit or otherwise affect the any remedies available hereunder to the party receiving such notice.. No disclosure by CSERV pursuant to this Section 6.6 shall be deemed to amend or supplement the CSERV Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant. Purchaser shall give prompt notice to CSERV and the Shareholders of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of would cause any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate, such that the condition set forth in

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent and MergerSubnotify Parent, and Parent and MergerSub Parent, Buyer or Merger Subsidiary shall give prompt notice to notify the Company, of (i) any fact, event, circumstance, change, condition, or effect that has had, or would reasonably be expected to have, individually or in the occurrence aggregate, a Material Adverse Effect on the Company or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective TimeParent, as applicable, (ii) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, and (iii) the failure of the Company, Parent, or MergerSub, as the case may be, by it to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, in each case within three (iii3) business days of such Person becoming aware of the occurrence of such development; provided that the failure of any party to give a notice shall not render any underlying breach of representation or warranty a breach of, or other communication relating toa failure to comply with, a default covenant for the purposes of this Agreement. Failure to comply with this Section 6.12(a) shall not result in a failure by any party to satisfy the conditions set forth in Section 7.2(a) or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub7.3, as the case may be, received by it unless the event or any of its subsidiaries subsequent matter giving rise to the date obligation to notify hereunder involves a breach of this Agreement and prior a representation or warranty hereunder which results in a failure to satisfy the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required conditions set forth in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.Section

Notification of Certain Matters. The Company shall give prompt written notice to Parent and MergerSub, and Parent and MergerSub shall give prompt written notice to the Company, of (ia) the occurrence or nonoccurrence non-occurrence of any event known to such Party, the occurrence or nonoccurrence non-occurrence of which would be has resulted in, or is reasonably likely to cause result in, any representation or warranty contained set forth in this Agreement made by such Party to be untrue or inaccurate at or prior (taking into account any materiality qualification, to the Effective Timeextent applicable) which would cause the failure of either of the conditions set forth in Sections 7.2(a) or 7.3(a) to be satisfied, (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, by such Party to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iiihereunder which would cause the failure of either of the conditions set forth in Sections 7.2(a) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably 7.3(a) to be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreementsatisfied, or (vc) any Material Adverse Effect in their respective financial conditionsaction, propertiessuit, businessesproceeding, results inquiry or investigation pending or, to the Knowledge of operationssuch Party, threatened which questions or prospects, taken as a whole, other than changes resulting from general economic conditionschallenges or relates to this Agreement or the consummation of any of the Transactions; 44 provided, however, that the delivery of any notice pursuant to this Section 7.6 6.9 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party Party receiving such noticenotice and that no such notification shall modify the representations or warranties of any Party or the conditions to the obligations of any Party hereunder.

Notification of Certain Matters. The Company Parent shall use its reasonable best efforts to give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt written notice to the Company, of and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (ia) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained made by such party in this Agreement that is inaccurate in any material respect as of the date of this Agreement (or any representation or warranty made by such party in this Agreement that is qualified by materiality or refers to Material Adverse Effect that is inaccurate in any respect as of the date of this Agreement), the occurrence or non-occurrence of any event of which the Company is aware that would be reasonably likely to cause the condition precedent in Section 6.2(a) not to be untrue satisfied or inaccurate at the occurrence or prior non-occurrence of any event of which Parent is aware that would be reasonably likely to cause the Effective Time, condition precedent in Section 6.3(a) not to be satisfied; or (iib) any failure in any material failure respect of the Company, Parent, or MergerSub, as the case may be, such party to comply in a timely manner with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.10 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder under this Agreement to the party receiving such notice; and provided further that no party shall have the right not to close the Merger or the right to terminate this Agreement as a result of the delivery of such a notice if the underlying breach would not result in such party having such rights under the terms of Articles 6 and 7 hereof.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubCompany, on the one hand, and Parent and MergerSub Sub, on the other hand, shall give prompt notice to the Companyother party of: (a) any material notice or other communication from any Governmental Entity related to the transactions contemplated by this Agreement, of (ib) the occurrence or nonoccurrence non-occurrence of any event event, the occurrence or nonoccurrence non-occurrence of which would be likely to cause any representation or warranty contained cause, in this Agreement to be untrue or inaccurate at or prior to the Effective Timecase of Company, (ii) any material failure of the Companycondition set forth in Section 7.2(a)(i), Parentand, or MergerSub, as in the case may beof Parent or Sub, failure of the condition set forth in Section 7.3(a)(i), (c) any failure of such party to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice ofwhich would cause, or other communication relating to, a default or event which, with notice, lapse in the case of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parentfailure of the condition set forth in Section 7.2(a)(ii), or MergerSuband, as the case may beof Parent or Sub, received by it or any failure of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subjectcondition set forth in Section 7.3(a)(ii), (ivd) any notice or other Written communication from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this AgreementAgreement and (e) with respect to Company only, or (v) any the occurrence of a Material Adverse Effect or any condition, event, fact or circumstance that would make the timely satisfaction of the condition set forth in their respective financial conditions, properties, businesses, results of operations, Section 7.2(g) impossible or prospects, taken as a whole, other than changes resulting from general economic conditionsunlikely; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.8 shall not cure such breach or non-compliance or (i) limit or otherwise affect the any remedies available hereunder to the party receiving such noticenotice or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Company pursuant to this Section 5.8, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. No notification under this Section 5.8 shall be required with respect to matters consented to in Writing by Parent or the actual taking of actions contemplated by Section 4.1 of the Disclosure Schedule. In the event of a failure to perform any covenant set forth in this Section 5.8, the claim for the underlying matter as to which notice should have been delivered shall be made by reference to the applicable provision of this Agreement with respect to such matter and not as a breach of a covenant in this Section 5.8; claims for breach of the obligations to make the notice required by this Section 5.8 may be made by reference to this Section 5.8.

Notification of Certain Matters. The Company NPCC shall give prompt notice to Parent and MergerSubUSAC, and Parent and MergerSub USAC shall give prompt notice to the CompanyNPCC, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or DCLIC that relate to the Merger or the other transactions contemplated by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence non-occurrence of which which, would be likely to cause any representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or NPCC Material Adverse Effect or USAC Material Adverse Effect, as applicable, to be untrue or inaccurate at or prior to the Effective Time, and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the Company, Parent, or MergerSub, as the case may be, such party to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to under this Section 7.6 5.10 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice. NPCC shall notify USAC, on a current basis, of any events or changes with respect to any criminal or regulatory investigation or action involving NPCC or any of its Affiliates, and shall reasonably cooperate with USAC or its Affiliates in efforts to mitigate any adverse consequences to USAC or its Affiliates that may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubCompany, Omron and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva)(i) any notice or other communication received by a party to this Agreement from any third Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or (ii) any notice or other communication received by a party to this Agreement from any Person alleging that the consent of such third party Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by hereby if, in the case of this clause (ii), the subject matter or result of such communication would reasonably be expected to be material to the Company or the Offer, the Merger or the other transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby unless, in the case of a threatened Action, such Action is, or would reasonably be expected to be, solely for immaterial monetary relief or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the Offer Conditions set forth in Exhibit A hereto or any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.8 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VII or the Offer Conditions set forth in Exhibit A hereto except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure.

Notification of Certain Matters. The Company shall use its commercially reasonable efforts to give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, extent that it acquires actual knowledge of (i) the occurrence or nonoccurrence non-occurrence of any fact or event whose occurrence or non-occurrence, as the case may be, reasonably would be likely to cause (A) any Offer Condition to fail to be satisfied at any time from the date of this Agreement to the Acceptance Time (except to the extent any Offer Condition refers to a specific date) or (B) any condition set forth in Section 7.1 or Section 7.2 to fail to be satisfied at any time from the date of this Agreement to the Closing (except to the extent any such condition refers to a specific date), (ii) the occurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at in any material respect as of the date hereof or prior to as of the Effective Time, Closing Date and (iiiii) any material failure of the Company, Parent, or MergerSub, as the case may be, Company to comply with or timely satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, . Parent shall use its commercially reasonable efforts to give prompt notice to Company to the extent that it acquires actual knowledge of (iiii) the occurrence of any event the occurrence of which would be reasonably likely to cause any representation or warranty of Parent contained in this Agreement to be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date and (ii) any notice offailure of Parent or Purchaser to comply with or satisfy any covenant, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract condition or agreement to which be complied with or satisfied by it or any of its subsidiaries is a party or is subjecthereunder. Notwithstanding the foregoing, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.8 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Fxxxxx shall give prompt notice to Parent Apogent and MergerSub, and Parent and MergerSub Apogent shall give prompt notice to Fxxxxx, as the Companycase may be, of (i) the occurrence, or failure to occur, of any event, which occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which failure to occur would reasonably be likely expected to cause (a)(i) any representation or warranty of such party contained in this Agreement that is qualified as to “materiality” or “Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement that is not qualified as to “materiality” or “Material Adverse Effect” to be untrue or inaccurate in any material respect, in each case at or prior to any time from and after the date of this Agreement until the Effective Time, or (iib) any material failure of Fxxxxx and the Company, Parent, Merger Sub or MergerSubApogent, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. In addition, (iii) any Fxxxxx shall give prompt notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSubApogent and Apogent shall give prompt notice to Fxxxxx, as the case may be, received by it of any change or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreementevent having, or (v) any which would reasonably be expected to have, a Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospectson such party and its Subsidiaries, taken as a whole, other than changes resulting from general economic conditions; providedor which would reasonably be expected to result in the failure of any of the conditions set forth in Article VI to be satisfied. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 7.6 shall 5.14 will not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (ia) the occurrence or nonoccurrence non-occurrence of any event event, the occurrence or nonoccurrence non-occurrence of which would reasonably be likely expected to cause any representation or warranty contained of the Company set forth in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, Company to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any . Parent shall give prompt notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date Company of (x) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would cause any representation or warranty of Parent or Merger Sub set forth in this Agreement and to be untrue or inaccurate at or prior to the Effective Time, under and (y) any contract failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to which be complied with or satisfied by it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the hereunder. The delivery of any notice pursuant to this Section 7.6 6.5 shall not cure such breach or non-compliance or (i) limit or otherwise affect any remedies otherwise available to Parent or the remedies available hereunder Company, as applicable, or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 6.5 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein, the Company Disclosure Schedule or the conditions to the party receiving such noticeobligations of the parties to consummate the transactions contemplated hereby in accordance with the terms and conditions hereof, or limit any right to indemnification provided herein.

Notification of Certain Matters. The Company Liberty and SplitCo shall give prompt notice to Parent and MergerSubSiriusXM, and Parent and MergerSub SiriusXM shall give prompt notice to the CompanyLiberty and SplitCo, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to Liberty (solely with respect to the SplitCo Business, SplitCo and SplitCo’s Subsidiaries, the Liberty Owned SiriusXM Shares or the Transactions), SplitCo, or SiriusXM, (ii) any Actions commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, (iii) the discovery of any fact or circumstance that, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence non-occurrence of which which, would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate at or prior breached, which breach would give rise to the Effective Timefailure of a condition set forth in Section 7.2(a) or Section 7.3(a), and (iiiv) any material failure of the Company, Parent, or MergerSub, as the case may be, such party to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, hereunder which failure would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent give rise to the date failure of this Agreement and prior to the Effective Timea condition set forth in Section 7.2(b), under any contract Section 7.2(c) or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsSection 7.3(b); provided, however, that the delivery of any notice pursuant to this Section 7.6 6.9 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubMerger Sub, and Parent and MergerSub Merger Sub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty not so qualified, to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) any material failure of the Company, Parent, Parent or MergerSubMerger Sub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, notice or lapse of time, time or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may bedefault, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement material to the financial condition, properties, businesses or results of operations of it and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditionscondition, properties, businesses, businesses or results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other written communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such third party person is or may be required in connection with the Merger or the other transactions contemplated by hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.10 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice. The parties agree and acknowledge that (1) the Company’s compliance or failure of compliance with this Section 6.10 shall not be taken into account for purposes of determining whether the condition set forth in Section 7.2(b) shall have been satisfied or, in and of itself, give rise to any right of termination under Section 8.4(b) and (2) Parent’s compliance or failure of compliance with this Section 6.10 shall not be taken into account for purposes of determining whether the condition set forth in Section 7.3(b) shall have been satisfied or, in and of itself, give rise to any right of termination under Section 8.3(b).

Notification of Certain Matters. The Company shall give prompt notice to Company, any Founder, Parent and MergerSubor Buyer, and Parent and MergerSub as the case may be, shall give prompt notice to the Company, of other parties of: (ia) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be that is likely to cause any representation or warranty of the Company, any Founder, Parent or Buyer, respectively and as the case may be, contained in this Agreement to be untrue or inaccurate at or prior to the Effective TimeClosing Date, and (iib) any material failure of the Company, Parentany Founder, Parent or MergerSubBuyer, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.5 shall not cure such breach or non-compliance or (i) limit or otherwise affect the any remedies available hereunder to the party receiving such noticenotice or (ii) be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentation, breach of representation or warranty or breach of covenant; provided further that the Company’s, Founder’s, Parent’s or Buyer’s unintentional failure, as the case may be, to give notice under this Section 6.5 shall not be deemed a breach of the covenant under this Section 6.5, but instead shall constitute only a breach of the underlying representation or warranty or covenant, condition or agreement of such party, as the case may be.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of to the extent in each case it obtains Knowledge thereof, of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such Party or its Subsidiaries from any third party Governmental Authority in connection with the transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreementhereby, if the subject matter of such communication or the failure of such Party to obtain such consent is reasonably likely to be material to the Company, Parent or the Surviving Corporation or to materially impede or delay the consummation of the transactions contemplated hereby; (ii) any actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries and that relate to the Merger; (iii) any inaccuracy of any representation or warranty of the Company or Parent, as applicable, contained herein at any time during the term hereof; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would result in the failure to be satisfied of any of the conditions to the Closing in Article VIII; and (v) any Material Adverse Effect material failure of such Party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereby which would result in their respective financial conditionsthe failure to be satisfied of any of the conditions to the Closing in Article VIII. In the case of clauses (iii), properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided(iv) and (v), however, that the delivery failure to comply with this Section 7.11 shall not result in the failure to be satisfied of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect of the remedies available hereunder conditions to the party receiving Closing in Article VIII, or give rise to any right to terminate this Agreement under Article IX, if the underlying fact, circumstance, event or failure would not in and of itself give rise to such noticefailure or right.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, Merger Sub and Parent and MergerSub Merger Sub shall give prompt notice to the Company, Company of (ia) any written notice or other communication received from any Person alleging that the consent of such Person is required in connection with the Transactions, (b) any notice from any Governmental Authority in connection with the Transactions, (c) any Actions or claims commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the Transactions, (d) the discovery of any fact or circumstance, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence of which event, that would be likely to cause any representation or warranty made by such party contained in this Agreement to be be, with respect to the Company, untrue or inaccurate at such that the condition set forth in Section 8.02 would not be satisfied, and with respect to Parent and Merger Sub, untrue or prior to the Effective Timeinaccurate in any material respect, and (iie) any material failure of the Company, Parent, or MergerSub, as the case may be, such party to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.11 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and provided, further, that a failure to comply with this Section 7.11 prior to the Closing Date in and of itself will not constitute the failure of the condition to Closing to be satisfied unless (i) such failure materially prejudices another party’s ability to exercise its rights or remedies hereunder prior to the Closing or (ii) the underlying event would independently result in the failure of the applicable condition to Closing to be satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub(a) During the Pre-Closing Period, and Parent and MergerSub each Party shall give prompt notice to the Company, other Party of (i) the occurrence any fact, event or nonoccurrence of any event the occurrence circumstance known to such Party that individually or nonoccurrence of which would be likely taken together with all other facts, events and circumstances known to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Timesuch Party, (ii) any material failure of the Company, Parenthas had, or MergerSubwould reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect (with respect to Seller) or a Buyer Material Adverse Effect (with respect to Buyer), as the case may be, or would cause or constitute a breach of any of such Party’s representations, warranties, covenants or agreements contained herein, (ii) the failure of any condition precedent to comply with such other Party’s obligations hereunder or satisfy any covenantoccurrence which, conditionto the Knowledge of Seller or the Knowledge of Buyer, or agreement as applicable, is reasonably likely to be complied with or satisfied by it hereunderresult in any of the conditions set forth in Article IX becoming incapable of being satisfied, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any written notice or other written communication received by such Party from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated consummation of the Transactions, (iv) any written notice or other written communication from any Governmental Body received by this Agreementsuch Party regarding the consummation of the Transactions, or (v) the commencement of any Material Adverse Effect in their respective financial conditionsLegal Proceeding against such Party that, propertiesif pending on the date of this Agreement, businesseswould have been required to have been disclosed pursuant to Section 5.11 (with respect to Seller) or Section 6.6 (with respect to Buyer), results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsthe case may be; provided, however, that (A) the delivery of any notice pursuant to this Section 7.6 7.3(a) shall not cure such breach or non-compliance or limit or otherwise affect the any remedies available hereunder to the party receiving such noticeother Party, and (B) disclosure by Seller shall not be deemed to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant.

Notification of Certain Matters. The Company shall give prompt notice to Ultimate Parent and MergerSubParent, and Ultimate Parent and MergerSub Parent shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such Party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Merger, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation, Ultimate Parent or Parent and (b) any actions, suits, claims or proceedings commenced or, to such Party's knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its subsidiaries which relate to the Merger or the other transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionshereby; provided, however, provided that neither the delivery of any notice pursuant to this Section 7.5 nor the access to any information pursuant to Section 7.6 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice. The Parties agree and acknowledge that the Company's, on the one hand, and Ultimate Parent's or Parent's on the other hand, compliance or failure of compliance with this Section 7.5 shall not be taken into account for purposes of determining whether the condition referred to in Section 8.2(b) or Section 8.3(b), respectively, shall have been satisfied with respect to performance in all material respects with this Section 7.5.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, (c) the discovery of any fact or circumstance that, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence non-occurrence of which which, would be likely to cause any representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate at or prior to the Effective Time, and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the Company, Parent, or MergerSub, as the case may be, such party to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.8 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that a failure to comply with this Section 5.8 shall not constitute a breach of this Agreement or the failure of any condition set forth in Article VI to be satisfied unless the underlying fact, circumstance or failure would independently result in the failure of a condition set forth in Article VI to be satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Legal Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger or the other transactions contemplated hereby, or (vc) the discovery of any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operationsfact or circumstance that, or prospectsthe occurrence or non-occurrence of any event the occurrence or non-occurrence of which, taken as a whole, other than changes resulting from general economic conditionswould reasonably be expected to cause or result in any of the conditions to the Merger set forth in ARTICLE VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.10 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement, (ii) be deemed to amend or supplement the Company Disclosure Schedule, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the representations, warranties, covenants or agreements of the parties, or the conditions to the obligations of the parties hereto. The parties agree and acknowledge that the Company’s compliance or failure of compliance with this Section 6.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 7.2(b) shall have been satisfied.

Notification of Certain Matters. The Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to as the Companycase may be, of (i) the occurrence, or failure to occur, of any event, which occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be failure to occur is reasonably likely to cause (a)(i) any representation or warranty of such party contained in this Agreement that is qualified as to “materiality,” or “Company Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Offer Closing or prior to the Effective Time, (iib) any material failure of Parent or Merger Sub or the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. In addition, (iiii) the Company shall give prompt notice to Parent of any notice ofchange or event having, or other communication relating towhich would be reasonably likely to have, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Company Material Adverse Effect on Effect, (ii) Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, or MergerSub, as the case may be, received by it of any change or event which would be reasonably likely to result in the failure of any of its subsidiaries subsequent the conditions set forth in Exhibit A to be satisfied, and (iii) each of Parent and the Company shall give prompt notice to the date other after receiving or becoming aware of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this AgreementTransactions. Notwithstanding the above, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall 6.3 will not cure such breach or non-compliance or limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Transactions.

Notification of Certain Matters. The Company Evergreen Parent and EZ shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give ------------------------------- prompt notice to the Companyother, of (i) the occurrence or nonoccurrence non-occurrence of any event Event the occurrence or nonoccurrence non-occurrence of which would be likely to cause (i) any representation or warranty made by it or any of its Subsidiaries contained in this Agreement to be untrue or inaccurate at in any respect such that one or prior to more of the Effective Timeconditions of Closing might not be satisfied, or (ii) any material failure covenant, condition or agreement made by it or any of the Company, Parentits Subsidiaries contained in this Agreement not to be complied with or satisfied, or MergerSub(iii) any change to be made in the Evergreen Disclosure Schedule or the EZ Disclosure Schedule, as the case may be, in any respect such that one or more of the conditions of Closing might not be satisfied, and any failure made by it to comply with or satisfy satisfy, or be able to comply with or satisfy, any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) hereunder in any notice of, respect such that one or other communication relating to, a default or event which, with notice, lapse more of time, or both, would become a default which could reasonably the conditions of Closing might not be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionssatisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent (a) Between the date hereof and MergerSubthe Closing Date, the Parent, on the one hand, and Parent and MergerSub the Acquiror, on the other hand, shall give prompt notice to promptly notify the Company, of other of: (i) the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence of which would be that is reasonably likely to cause result in the failure of any representation condition to the Closing or warranty that indicates that any of the representations and warranties contained in this Agreement to be untrue the Transaction Agreements will not be, or inaccurate at or prior to the Effective Timeare not, true and correct and (ii) the receipt of any material failure of notice or other communication from any third Person alleging that the Companyapproval, consent, authorization, permission or act of, or the making by the Parent, the Acquiror or MergerSubany of their respective Affiliates, as the case may be, of any notices to comply with or satisfy any covenantdeclaration, conditionfiling or registration with, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement, Agreement or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results that such transactions otherwise may violate the rights of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsconfer remedies upon such third Person; provided, however, that the delivery of any notice pursuant to this Section 7.6 in each case, such disclosure shall not be deemed to cure such any breach of a representation, warranty, covenant or non-compliance agreement or any failure of a condition to the Closing, or to otherwise limit or otherwise affect in any way the remedies available hereunder to the party receiving such notice; and provided, further, that failure to deliver any notice pursuant to this Section 5.18(a) shall not result in a failure of any condition set forth in Article VIII or liability to any party hereto under ARTICLE X unless the underlying event or breach would independently result in the failure of such condition or such liability.

Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub the Buyer shall give prompt notice to the Companyother of (a) the discovery by the party giving notice of any fact or circumstance that, or the occurrence, or failure to occur, of (i) the any event, which occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which failure to occur would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, at or prior to any time from and after the date of this Agreement until the Effective Time, (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, party giving notice to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (ivc) any notice or other communication received by the party giving notice from any third party Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could reasonably be expected to be material to the Company, the Surviving Corporation or the Buyer, and (vd) any Material Adverse Effect in their respective financial conditionsactions, propertiessuits, businessesclaims, results investigations or proceedings commenced or, to the Knowledge of operationsthe party giving notice, threatened against, relating to or prospects, taken as a whole, other than changes resulting from general economic conditionsinvolving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.9 shall not (x) be considered an admission that any representation or warranty is untrue for purposes of Article VII or Article VIII, (y) cure such any breach or non-compliance with any other provision of this Agreement or (z) limit the remedies available to the party receiving such notice. Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger.

Notification of Certain Matters. The Company Parent shall use its reasonable best efforts to give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice as promptly as practicable to the Company, and the Company shall use its reasonable best efforts to give notice as promptly as practicable to Parent, of: (a) the occurrence or non-occurrence of any event or circumstance, of which the Parent or Company (as applicable) is aware, and which causes (i) the occurrence representations or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty warranties contained in this Agreement and made by it to fail to be untrue true and correct in all material respects or inaccurate at or prior to the Effective Time, (ii) the covenants, conditions or agreements contained in this Agreement and made by it not to be complied with or satisfied in all material respects; (b) any material failure of any of Parent, Merger Sub, or the Company, Parent, or MergerSub, as the case may be, to comply in all material respects in a timely manner with or satisfy any covenantits respective covenants, condition, conditions or agreement agreements to be complied with or satisfied by it hereunder; (c) in the case of the Company, a Company Material Adverse Effect; and (d) in the case of the Parent, a Parent Material Adverse Effect. Notwithstanding anything in the Agreement to the contrary, (iiiA) the failure of any Party to provide a notice ofrequired under this Section 6.6 shall not constitute a failure of a condition to the obligations of any Party in this Agreement or Annex A nor shall such failure affect the right of any Party to terminate in accordance with Article VIII, unless in any case the event or other communication relating to, circumstance relates to a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Company Material Adverse Effect on (in the case of the Company, Parent, ) or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Parent Material Adverse Effect (in their respective financial conditionsthe case of Parent) and (B) the notice obligations under this Section 6.6 shall not modify or reduce the representations, properties, businesses, results of operations, warranties or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery covenants of any notice pursuant Party or the conditions to this Section 7.6 the obligations of any Party hereunder, nor shall not cure such breach or non-compliance or it limit or otherwise affect the remedies available hereunder to the party Party receiving such notice.

Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to promptly advise the Company, other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other material communication from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any Legal Proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed by the Company pursuant to Section 3.24 or by Parent pursuant to Section 4.7; (iv) any Effect that would be reasonably likely to have a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (v) such party becoming aware of the occurrence of any Material Adverse Effect that it believes would or would be reasonably likely to prevent or delay beyond the Termination Date the consummation of the transactions contemplated by this Agreement or that results or would reasonably be expected to result in their respective financial conditionsany of the conditions to the Merger set forth in Article VII not being satisfied prior to the Termination Date; provided that no such notification shall affect the representations, propertieswarranties, businesses, results covenants or agreements of operations, the Parties (or prospects, taken as a whole, other than changes resulting from general economic conditionsremedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement; provided, howeverfurther, that a failure to comply with this Section 6.1(d) shall not constitute the delivery failure of any notice pursuant condition set forth in Article VII to this Section 7.6 shall not cure such breach be satisfied unless the underlying change or non-compliance or limit or otherwise affect event would independently result in the remedies available hereunder failure of a condition set forth in Article VII to the party receiving such noticebe satisfied.

Notification of Certain Matters. The Company shall use reasonable efforts to give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall use reasonable efforts to give prompt notice to the Company, of: (a) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions, if the subject matter of such communication would reasonably be expected to be material to the Company, the Surviving Corporation or Parent; (ib) any investigation or legal, administrative, arbitral or other proceeding relating to the Transactions, to such party’s Knowledge, commenced or threatened against such party or any of its Subsidiaries; (c) the discovery of any fact or circumstance that, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence non-occurrence of which which, would cause or would reasonably be likely expected to cause any representation or warranty made by such party contained in this Agreement Agreement: (i) that is qualified as to materiality or Material Adverse Effect to be untrue; and (ii) that is not so qualified to be untrue or inaccurate at or prior to the Effective Time, in any material respect; and (iid) any material failure of the Company, Parent, or MergerSub, as the case may be, such party to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.7 shall not (nor shall any information provided pursuant to Section 5.6)): (A) be considered in determining whether any representation or warranty is true for purposes of Article 6 or Article 7; (B) cure such any breach or non-compliance with any other provision of this Agreement; or (C) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that the failure to deliver any notice pursuant to this Section 5.7 shall not be considered in determining whether the condition set forth in Section 6.2(b) or Section 6.3(b) has been satisfied or the related termination right in Article 7 is available.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with the Merger or from any Person alleging that the consent of such Person is or may be required in connection with the Merger, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Parent or the Company, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger, (c) the discovery of any fact or circumstance that, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence non-occurrence of which which, would be likely to cause any representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate at or prior to the Effective Time, and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the Company, Parent, or MergerSub, as the case may be, such party to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.7 shall not (A) cure such any breach of, or non-compliance with, any other provision of this Agreement or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice. Any failure to give notice pursuant to this Section 5.7 shall not be deemed to constitute a violation of this Section 5.7 or the failure of any condition set forth in Article VI or otherwise constitute a breach of this Agreement, unless the underlying matter requiring notice would independently result in a failure of a condition set forth in Article VI to be satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (iA) the occurrence or nonoccurrence BFST will promptly notify TCBI in writing if it becomes aware of any event the occurrence fact or nonoccurrence of which would condition that makes or shows to be likely to cause untrue any representation or warranty made by BFST in, or any information disclosed on the Schedules provided to TCBI by BFST under, this Agreement; reasonably would be expected to cause or constitute a breach of, of failure to comply with, any of the covenants or agreements of BFST contained in this Agreement to be untrue Agreement; or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, reasonably would become a default which could reasonably be expected to have a Material Adverse Effect on give rise, individually or in the Companyaggregate, Parent, or MergerSub, as to the case may be, failure to occur of any closing condition under this Agreement. No information received by it TCBI under this Section 7.12(A) will affect or be deemed to modify or waive any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Timerepresentation, under any contract warranty, covenant or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required BFST in connection with the transactions contemplated by this Agreement, any Schedules delivered in accordance with this Agreement, any condition to TCBI’s obligation to consummate the Merger or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsremedies available to TCBI under this Agreement; provided, however, that any failure to give notice in accordance with the delivery foregoing shall not be deemed to constitute a violation of this Section 7.12(A) or the failure of any notice pursuant condition set forth in Section 8.01 or Section 8.03 to this Section 7.6 shall not cure such breach or non-compliance or limit be satisfied, or otherwise affect the remedies available hereunder constitute a breach of this Agreement by BFST failing to the party receiving give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 8.01 or Section 8.03 to be satisfied.

Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be is reasonably likely to cause any representation or warranty of such party contained in this Agreement to be materially untrue or inaccurate at or prior to the Effective Timeinaccurate, (ii) any material failure of the Company, Company or Parent, or MergerSub, as the case may be, materially to comply with or satisfy, or the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which is reasonably likely to cause the failure by such party materially to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, ; (iii) any notice ofthe Company obtaining knowledge of a material breach by Parent, or other communication relating toParent obtaining knowledge of a material breach by the Company, a default or event whichof their respective representations, with notice, lapse of timewarranties, or both, covenants hereunder of which the breaching party has not already given notice pursuant to clauses (i) or (ii); or (iv) the occurrence of any other event which would become a default which could be reasonably be expected likely (A) to have a Material Adverse Effect on the Company, Parent, Company or MergerSub, as the case may be, received by it or (B) to cause any of its subsidiaries subsequent condition set forth in Annex A hereto to the date of this Agreement and be unsatisfied in ------- any material respect at any time prior to the Effective Time, under any contract or agreement to which it or any consummation of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsOffer; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.7 -------- ------- shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Parent shall give prompt notice use its reasonable best efforts to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, and the Company shall use its reasonable best efforts to give prompt notice to Parent, of (i) the occurrence occurrence, or nonoccurrence non-occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which it is aware and which would be reasonably likely to cause (x) any representation or warranty of the notifying party contained in this Agreement to be untrue or inaccurate at or prior to the Effective TimeTime such that the applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied or (y) any covenant, condition or agreement of the notifying party contained in this Agreement not to be complied with or satisfied such that the applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, notifying party to comply in a timely manner with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, hereunder or (iii) any notice ofchange, event or other communication relating effect which would be reasonably likely to, a default individually or event whichin the aggregate, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Company Material Adverse Effect on the Company, Parent, or MergerSubParent Material Adverse Effect, as the case may be, received by it or any of its subsidiaries subsequent to on the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsnotifying party; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.11 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Parent shall give prompt notice use its reasonable best efforts to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of and the Company shall use its reasonable best efforts to give prompt notice to Parent, of: (i) the occurrence occurrence, or nonoccurrence non-occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which it has Knowledge and which would be reasonably likely to cause (x) any representation or warranty of the notifying party contained in this Agreement to be untrue or inaccurate at in any material respect or prior (y) any covenant, condition or agreement of the notifying party contained in this Agreement not to the Effective Timebe complied with or satisfied in all material respects, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, notifying party to comply in a timely manner with or satisfy any material covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, hereunder or (iii) any notice ofchange, event or other communication relating toeffect which would, a default individually or event whichin the aggregate, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsnotifying party; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.12 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice; and provided, further, that a failure to comply with this Section 5.12 shall not cause the failure of any condition set forth in Article VI to be satisfied unless the underlying untruth, inaccuracy, noncompliance, failure or Material Adverse Effect would independently result in the failure of a condition set forth in Article VI to be satisfied.

Notification of Certain Matters. The Company shall give ------------------------------- prompt notice to Parent the Purchaser and MergerSub, and Parent and MergerSub the Purchaser shall give prompt notice to the Company, of (ia) the occurrence or nonoccurrence non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence, as the case may be, would be likely to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective TimeTime (except to the extent it refers to a specific date (but ignoring for the purpose of this sentence any references to a specific date contained in the representations and warranties contained in Sections 3.11, 3.13(a)(vi), 3.16, 3.18, 3.24 and 3.27 of this Agreement) or (ii) any condition set forth in Annex I to be unsatisfied in any material respect at any time from the date hereof to the date the Purchaser purchases Shares pursuant to the Offer (except to the extent it refers to a specific date), (iib) any circumstances that, to the knowledge of the Company, may cause the Company to suffer any Company Material Adverse Change in the foreseeable future and (c) any material failure of the Company, the Purchaser or Parent, or MergerSub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, -------- ------- that the delivery of any notice pursuant to this Section 7.6 6.3 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the representations or warranties of the parties or the conditions to the obligations of the parties hereto.

Notification of Certain Matters. The Company shall use reasonable best efforts to give prompt notice to Parent and MergerSubPurchaser, and Parent and MergerSub Purchaser shall use reasonable best efforts to give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Timeextent that either party (a) receives, (ii) any material failure to the Knowledge of the Company, Parentin case of notices or communications received by Company or, or MergerSubto the Knowledge of Purchaser, as in the case may be, to comply with of notices or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, communications received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective TimePurchaser, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party Governmental Entity in connection with the Merger and the other transactions contemplated hereby or from any Person alleging that the consent Consent of such third party Person is or may be required in connection with the Merger and the other transactions contemplated by this Agreementhereby, if the subject matter of such communication or (v) any the failure of such party to obtain such Consent would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or a Material Adverse Effect on Purchaser, (b) acquires actual knowledge of any matter (including a breach of any representation, warranty, covenant or agreement contained in their respective financial conditionsthis Agreement) that would reasonably be expected to lead to the failure to satisfy any of the conditions to Closing in Article VI and (c) acquires actual knowledge of any action, propertiessuits, businessesclaims, results investigations or proceedings commenced or, to such party’s Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of operationsits Subsidiaries, in each case which relates to the Merger, the Financing or prospects, taken as a whole, the other than changes resulting from general economic conditionstransactions contemplated hereby; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.7 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. Section 5.7(b) (to the extent Section 5.7(b) relates to any breach of a representation or warranty of Company or Purchaser, as applicable) and Section 5.7(c) shall not constitute a covenant or agreement for purposes of Section 6.2(b) and 6.3(b).

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubthe Parent, and the Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence occurrence, or nonoccurrence nonoccurrence, of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any material failure by such party (or the Merger Sub, in the case of the Company, Parent, or MergerSub, as the case may be, ) to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.3 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Letter or which is necessary to correct any information in the Company Disclosure Letter which has been rendered inaccurate thereby, then the Company shall promptly supplement, or amend, and deliver to the Parent the Company Disclosure Letter which it has delivered pursuant to this Agreement. If any event or matter arises after the date 39 45 of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Parent Disclosure Letter or which is necessary to correct any information in the Parent Disclosure Letter which has been rendered inaccurate thereby, then the Parent shall promptly supplement, or amend, and deliver to the Company the Parent Disclosure Letter which it has delivered pursuant to this Agreement.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (ia) the occurrence occurrence, or nonoccurrence non occurrence, of any event the occurrence occurrence, or nonoccurrence non occurrence, of which would could reasonably be likely expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at in any material respect, in the case of representations or prior to warranties not qualified by any “material” or “Company Material Adverse Effect” qualifier, or in any respect, in the Effective Timecase of representations or warranties qualified by the “material” or “Company Material Adverse Effect” qualifier, and (iib) any material failure of the Company, Parent, Parent or MergerSubMerger Sub, as the case may be, to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.05 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. In addition, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of any notice or other communication (i) from any person and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives alleging that the consent of such person is or may be required in connection with this Agreement or the Transactions, (ii) from any Governmental Authority and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives in connection with this Agreement or the Transactions, and (iii) except in the event the Company Board shall have effected a Change of Board Recommendation, from or to the SEC.

Notification of Certain Matters. The Company or the Sellers shall (and the Sellers shall cause the Company to) give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of Buyer of: (ia) the occurrence or nonoccurrence non-occurrence of any event event, the occurrence or nonoccurrence non-occurrence of which would be is likely to cause any representation or warranty contained of any Seller set forth in this Agreement to be untrue or inaccurate at or prior to the Effective TimeClosing, and (iib) any material failure of the Company, Parent, Company or MergerSub, as the case may be, any Seller to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.5 shall not cure such breach or non-compliance or (i) limit or otherwise affect the any remedies available hereunder to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further that the failure to deliver a notice pursuant to this Section 6.5 shall not be considered in determining whether the condition set forth in Section 7.2(a) or Section 7.2(b) has been satisfied. No disclosure by the Company or a Seller pursuant to this Section 6.5 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to consummate the Acquisition in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. The Company Ryland and Standard Pacific shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreementhereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated hereby or (vd) any Material Adverse Effect change, condition or event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in their respective financial conditionsthis Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) that results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, properties, businesses, results of operations, condition or prospects, taken as a whole, other than changes resulting from general economic conditionsagreement (including any condition set forth in Article VI) to be complied with or satisfied hereunder; provided, however, that no such notification shall affect any of the delivery of any representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder; provided further, that failure to give prompt notice pursuant to clause (d) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (d) of the first sentence of this Section 7.6 shall not cure such breach or non-5.9, neither Xxxxxx’x nor Standard Pacific’s compliance or limit failure of compliance with this Section 5.9 shall be taken into account for purposes of determining whether the conditions referred to in Section 6.2(b) or otherwise affect the remedies available hereunder to the party receiving such noticeSection 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreementhereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated hereby or (vd) any Material Adverse Effect change, condition or event occurring after the date hereof (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in their respective financial conditionsthis Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any manner that could reasonably be expected to cause the conditions set forth in Section 6.2(a) or Section 6.3(a), propertiesas the case may be, businessesnot to be satisfied or (ii) that results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, results of operations, condition or prospects, taken as a whole, other than changes resulting from general economic conditionsagreement (including any condition set forth in Article VI) to be complied with or satisfied hereunder; provided, however, that no such notification shall affect any of the delivery of any notice pursuant to this Section 7.6 shall not cure such breach representations, warranties, covenants, rights or non-compliance remedies, or limit or otherwise affect the remedies available hereunder conditions to the party receiving such noticeobligations of, the parties hereunder.

Notification of Certain Matters. The Company Parent shall give prompt notice use its reasonable best efforts to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, and the Company shall use its reasonable best efforts to give prompt notice to Parent, of (ia) the occurrence occurrence, or nonoccurrence non-occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which it is aware and which would be reasonably likely to cause (i) any representation or warranty of the notifying party contained in this Agreement to be untrue or inaccurate at or prior to the Effective TimeTime such that the applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied or (ii) any material covenant, condition or agreement of the notifying party contained in this Agreement not to be complied with or satisfied such that the applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied, (b) any failure of the Company, Parent, or MergerSub, as the case may be, notifying party to comply in a timely manner with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, or (iiic) any notice ofchange, event or other communication relating effect which would be reasonably likely to, a default individually or event whichin the aggregate, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Company Material Adverse Effect on the Company, Parent, or MergerSubParent Material Adverse Effect, as the case may be, received by it or any of its subsidiaries subsequent to on the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsnotifying party; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.5 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub Xxxxxx Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Xxxxxx Parties, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such third party person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Partnership, the Surviving Entity or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or (v) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would, individually or in the aggregate, cause or result in a Xxxxxx Material Adverse Effect in their respective financial conditionsor a Parent Material Adverse Effect, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsrespectively; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.11 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice. The Xxxxxx Parties shall reasonably cooperate with the Parent Parties in efforts to mitigate any adverse consequences to the Parent Parties which may arise from any criminal or regulatory investigation or action involving any of the Xxxxxx Group Entities (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. The Unless prohibited by applicable Law, the Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub Merger Sub shall give prompt notice to the Company, upon receiving Knowledge of (ia) any notice, complaint, investigation or hearing (or communications indicating that the occurrence same may be contemplated) from any Governmental Authority in connection with this Agreement, the Merger or nonoccurrence the transactions contemplated hereby, (b) any written notice of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, Person (iiother than a Governmental Authority) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party Person is or may be required in connection with the Merger or the transactions contemplated by hereby, (c) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby, or (vd) any Material Adverse Effect material change, effect, development or circumstance that would reasonably be expected to give rise to a failure of a condition precedent in their respective financial conditions, properties, businesses, results Section 7.2 (in the case of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsthe Company) and Section 7.3 (in the case of Parent); provided, however, that no such notification shall affect the delivery representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder and any notice pursuant failure to this Section 7.6 make such notification (in and of itself) shall not cure such breach be taken into account in determining whether the conditions set forth in Section 7.2 (in the case of the Company) and Section 7.3 (in the case of Parent) have been satisfied or non-compliance or limit or otherwise affect the remedies available hereunder give rise to the any right of termination to any party receiving such noticehereto under Article VIII.

Notification of Certain Matters. The Company Globespan and Virata shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, ------------------------------- promptly notify each other of (i) the occurrence or nonoccurrence non-occurrence of any fact or event the occurrence or nonoccurrence of which would be reasonably likely (A) to cause any representation of its representations or warranty warranties contained in this Agreement or in the Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective TimeTime or (B) to cause any of the covenants, conditions or agreements to which it is subject under this Agreement or in the Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith not to be complied with or satisfied in any material respect and (ii) any material failure of the Company, Parent, Globespan or MergerSubVirata, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, hereunder or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent pursuant to the date Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith in any material respect; provided, however, that no such notification shall affect the -------- ------- representations or warranties of this Agreement and prior any party or the conditions to the Effective Time, under obligations of any contract or agreement party hereunder. Each of Globespan and Virata shall give prompt notice to which it or any the other party of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, or (vc) the discovery of any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operationsfact or circumstance that, or prospectsthe occurrence or non-occurrence of any event the occurrence or non-occurrence of which, taken as a whole, other than changes resulting from general economic conditionswould cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.9 shall not (i) cure such any breach of, or non-compliance noncompliance with, any other provision of this Agreement, or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would, standing alone, constitute such a failure. The parties agree and acknowledge that the Company’s compliance or failure of compliance with this Section 5.9 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company From and after the date of this Agreement until the Effective Time, each party hereto shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to promptly notify the Company, other parties hereto of (ia) the occurrence occurrence, or nonoccurrence non-occurrence, of any event the occurrence, or non-occurrence or nonoccurrence of which would be likely to cause (i) any representations or warranties made in this Agreement, or any information furnished in the Company Disclosure Schedule (A) which is not qualified as to materiality, not to be accurate in any material respect, or (B) which is qualified as to materiality, not to be accurate, in each case, at the time such representation or warranty contained in this Agreement to be untrue is made or inaccurate at such information is furnished, or prior to the Effective Time, (ii) any material condition to the obligations of any party to effect the Merger not to be satisfied, or (b) the failure of the Company, Parent, Fairfax or MergerSubMerger Sub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) pursuant to this Agreement which would be likely to result in any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent condition to the date obligations of this Agreement and prior any party to effect the Effective Time, under any contract or agreement Merger not to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionssatisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.07 shall not be deemed to be an amendment of this Agreement or any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or matter prior to the date of this Agreement. No delivery of any notice pursuant to this Section 6.07 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice, including the rights of Fairfax under Section 7.02 and those of the Company under Section 7.03 in the event that a representation or warranty made by the Company or Fairfax herein shall not be true and correct as of the date hereof or as of the date when made (if a different date).

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, (iii) the discovery of any fact or circumstance that, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence non-occurrence of which which, would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue such that the conditions set forth in Section 6.2(a) or inaccurate at or prior to the Effective Time, 6.3(a) would not be satisfied and (iiiv) any material failure of the Company, Parent, or MergerSub, as the case may be, such party to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging hereunder such that the consent of such third party is conditions set forth in Section 6.2(b) or may 6.3(b) would not be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionssatisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.7 shall not (x) be considered an admission that any representation or warranty is untrue for purposes of Article VI or Article VII, (y) cure such any breach or non-compliance with any other provision of this Agreement or (z) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that the failure to deliver any notice pursuant to this Section 5.7 shall not be considered in determining whether the condition set forth in Section 6.2(b) or 6.3(b) has been satisfied or the related termination right in Article VII is available except to the extent that a party hereto is actually prejudiced by such failure to give notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of: (i) the occurrence occurrence, or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained non-occurrence, in this Agreement to be untrue or inaccurate at or prior each case, to the Effective Time, (ii) any material failure knowledge of the Company, Company or Parent, or MergerSub, as the case may be, of any event the occurrence, or non-occurrence, of which results in the executive officers of the Company or Parent, as the case may be, having a good faith belief that such change or event would be reasonably likely to cause (x) any representation or warranty of such entity contained in this Agreement that is not qualified as to materiality to be untrue or inaccurate in any material respect, (y) any representation or warranty of such entity contained in this Agreement that is qualified as to materiality to be untrue or inaccurate in any respect, or (z) any covenant, condition or agreement of such entity contained in this Agreement not to be complied with or satisfied in all material respects; and (ii) the executive officers of the Company or Parent, as the case may be, believing in good faith that the Company or Parent, as the case may be, has, to the knowledge of the Company or Parent, as the case may be, failed to comply with in all material respects or satisfy in all material respects any covenant, condition, condition or agreement of such entity to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.14 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.. Each of the Company, Parent and Sub shall give prompt notice to the other parties hereof of any notice or other

Notification of Certain Matters. The Company WPZ shall give prompt notice to Parent, and (in the case of clauses (a), (d) and (e) of this Section 7.8 only) Parent and MergerSub, and Parent and MergerSub Merger Subsidiary shall give prompt notice to the CompanyWPZ, of (ia) the occurrence, or failure to occur, of any event, which occurrence or nonoccurrence of any event the occurrence failure to occur has caused or nonoccurrence of which would be is reasonably likely to cause any representation or warranty of such party contained in this Agreement or the other agreements contemplated hereby to be untrue or inaccurate at or prior any time from the date of this Agreement to the Effective TimeClosing Date, (iib) any Material Adverse Effect with respect to the WPZ Companies, taken as a whole, or any event, change, occurrence, effect, fact, condition, development or circumstance or series of events, changes, occurrences, effects, facts, conditions, developments or circumstances that could reasonably be expected to result in a Material Adverse Effect with respect to the WPZ Companies, taken as a whole, (c) any material claims, actions, proceedings, litigation or governmental investigations commenced or, to its Knowledge, threatened, involving or affecting WPZ or any of its Subsidiaries or any of their material property or assets or the transactions contemplated hereby which is likely to have a Material Adverse Effect on the WPZ Companies, taken as a whole, (d) any failure of the CompanyWPZ or Parent or of any officer, Parentdirector, employee or MergerSub, as the case may be, agent thereof to comply in all material respects with or satisfy any material covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, hereunder or (iiie) any written notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, Parent has received by it or any of from its subsidiaries subsequent bank financing sources to the date of effect that the condition set forth in Section 8.3(e) will not to be satisfied. Notwithstanding anything in this Agreement and prior to the Effective Timecontrary, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.no

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such third party person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or (v) the occurrence or non-occurrence of any Material Adverse Effect in their respective financial conditionsevent the occurrence or non-occurrence of which, properties, businesses, results of operationswould cause or result, or prospectsbe reasonably likely to cause or result, taken as a whole, other than changes resulting from general economic conditionsin any of the Conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.12 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (iii) shall not constitute a failure of a Condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The Company shall notify Parent, on a reasonably current basis, of any events or changes with respect to any criminal or material regulatory investigation or action involving the Company or any of its Affiliates (but, excluding traffic violations or similar misdemeanors), and shall reasonably cooperate with Parent or its Affiliates in efforts to mitigate any adverse consequences to Parent or its Affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub the Buyer shall give prompt notice to the Companyother of (a) the discovery by the party giving notice of any fact or circumstance that, or the occurrence, or failure to occur, of (i) the any event, which occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which failure to occur would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, at or prior to any time from and after the date of this Agreement until the Effective Time, (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, party giving notice to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (ivc) any notice or other communication received by the party giving notice from any third party Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to be material to the Company, the Surviving Corporation or the Buyer, and (vd) any Material Adverse Effect in their respective financial conditionsactions, propertiessuits, businessesclaims, results investigations or proceedings commenced or, to the Knowledge of operationsthe party giving notice, threatened against, relating to or prospects, taken as a whole, other than changes resulting from general economic conditionsinvolving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.9 shall not (x) be considered an admission that any representation or warranty is untrue or that any covenant has been breached for purposes of Article VII or Article VIII, (y) cure such any breach or non-compliance with any other provision of this Agreement or (z) limit the remedies available to the party receiving such notice; provided, further that the failure to deliver a notice pursuant to this Section 6.9 shall not be considered in determining whether the condition set forth in Section 7.2(b) or Section 7.3(b) has been satisfied (except that the extent of the actual prejudice caused to a party hereto by such failure shall be taken into account in determining whether the condition specified in Section 7.2(b) or 7.3(b), as applicable, has been satisfied). Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any third party Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or (v) the occurrence or non-occurrence of any Material Adverse Effect in their respective financial conditionsevent the occurrence or non-occurrence of which, properties, businesses, results of operationswould cause or result, or prospectswould reasonably be expected to cause or result, taken as a whole, other than changes resulting from general economic conditionsin any of the conditions to the Offer or the Merger set forth in Annex A or Article VII not being satisfied or satisfaction of those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.10 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (iii) shall not constitute a failure of a condition set forth in Annex A or Article VII except to the extent that the underlying fact or circumstance not so notified would constitute such a failure.

Notification of Certain Matters. The Company and Majority Shareholder shall give prompt notice to Parent and MergerSub, Merger Sub and Parent and MergerSub Merger Sub and Parent shall give prompt notice to the CompanyCompany and Majority Shareholder, of (ia) the occurrence or nonoccurrence non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence, as the case may be, would be likely to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior any time from the date hereof to the Effective Time, Time or (ii) any condition set forth in Article X to be unsatisfied on any date (assuming, for such purposes, that such date was the Stock Purchase Closing Date) from the date hereof to the Stock Purchase Closing Date and (b) any material failure of the Company, Majority Shareholder, Merger Sub or Parent, or MergerSub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.4 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice, the representations or warranties of the parties, the conditions to the obligations of the parties hereto, or any indemnification obligation contained in Articles VIII or IX hereof.

Notification of Certain Matters. The Company shall give prompt notice to Parent From and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to after the date of this Agreement and prior to until the earlier of the Effective TimeTime and the date, under any contract or agreement if any, on which this Agreement is terminated pursuant to which it or any Section 7.1, the Company and Parent shall promptly notify each other of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party or their respective Non-Profit VOAs or Non-Profit VCAs from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication could be material to the Company, the Surviving Company or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or (v) the occurrence or non-occurrence of any Material Adverse Effect event the occurrence or non-occurrence of which, would cause or result in their respective financial conditions, properties, businesses, results any of operations, the conditions to the Merger set forth in Article VI not being satisfied or prospects, taken as a whole, other than changes resulting from general economic conditionssatisfaction of those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.11 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure.

Notification of Certain Matters. The Company parties hereto shall give prompt notice to Parent and MergerSubeach other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated hereby, and Parent and MergerSub shall give prompt notice if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent; (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby; and (ic) the discovery of any fact or circumstance that, or the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence non-occurrence of which which, would be likely to cause or result in (i) any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior of the Conditions to the Effective TimeMerger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, (ii) any material failure of the Companyrepresentations and warranties of the Company contained in Sections 3.2, Parent3.3, 3.4 or MergerSub3.19 to be untrue or incorrect in a material respect, (iii) except as has not had and would not have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any of the representations and warranties (other than those referenced in clause (ii) of this paragraph) being untrue or incorrect in any respect and (iv) any failure on its part to comply with or satisfy in any material respect any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.10 shall not (x) cure such any breach of, or non-compliance or with, any other provision of this Agreement, (y) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or (z) otherwise affect the conditions to such party’s obligation to consummate the Merger as set forth in Article VI.

Notification of Certain Matters. The Company Galaxy shall give prompt notice to Parent and MergerSubMars, and Parent and MergerSub Mars shall give prompt notice to the CompanyGalaxy, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any third party Governmental Entity in connection with the Mergers or the other transactions contemplated hereby or from any person alleging that the consent of such third party person is or may be required in connection with the Mergers or the other transactions contemplated by hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Galaxy, the Surviving Corporations, or Mars (or, following the Effective Time, Holdco); (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Mergers or the other transactions contemplated hereby; (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Mergers set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.11 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (iii) shall not constitute a failure of a condition to the Mergers set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent and MergerSubMerger Sub, and Parent and MergerSub Merger Sub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event fact or Event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) the discovery or receipt of information or knowledge concerning any material fact or circumstance which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (iii) any failure of the Company, Parent, Parent or MergerSubMerger Sub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this AgreementTransactions, or (v) any facts or circumstances that could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect Effect; provided that with respect to any Event, information, knowledge, failure, notice or communication referred to in their respective financial conditionsclauses (i) through (iv) next above, propertiesa Party shall not be required to provide notice pursuant to this Section 5.7 unless such Event, businessesinformation, results of operationsknowledge, failure, notice or communication, taken together with all other Events, information, knowledge, failures, notices or communications described but not previously notified pursuant to this Section 5.7, shall be material to Parent, Merger Sub, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the Company. The delivery of any notice pursuant to this Section 7.6 5.7 shall not cure such breach Breach or non-non compliance or limit or otherwise affect the rights, obligations or remedies available hereunder to the party Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (ia) the occurrence occurrence, or nonoccurrence non-occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would could be likely reasonably be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Timein any material respect, (iib) any material failure of the Company, Parent, Parent or MergerSubMerger Sub, as the case may be, to comply in any material respect with or satisfy in any covenant, condition, material respect any covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (ivc) any notice or other communication from any third party person alleging that the consent of such third party person is or may be required in connection with the transactions contemplated by this AgreementTransactions and (d) the occurrence of any event, development or circumstance which is known (vor knowable following a reasonable investigation) any to the Company or Parent, as the case may be, which has had or would be reasonably likely to result in a Company Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsParent Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.7 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice; and provided further that the failure to give such notice shall not be a breach of covenant for the purposes of Section 7.2(b) or 7.3(b) or affect the rights and remedies of the party obligated to give any notice pursuant to clause (c) of this Section 6.7 unless the failure to give such notice results in material prejudice to the other party.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt written notice to the Company, Parent upon the Company having knowledge of (i) the occurrence or nonoccurrence of any event change, condition or event, the occurrence or nonoccurrence of which would cause the condition set forth in the first sentence of Section 7.3(a) to not be likely to cause any representation satisfied if such change, condition or warranty contained in this Agreement to be untrue or inaccurate at or event occurred immediately prior to the Effective TimeClosing, (ii) the occurrence of any material failure of the Companychange, Parent, condition or MergerSub, as the case may be, event that has had or is reasonably likely to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunderhave a Material Adverse Effect, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse failure of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it Company or any of its subsidiaries subsequent Subsidiaries to the date of perform any obligation or agreement or comply with any covenant or condition required by this Agreement and or any Ancillary Agreement to which the Company is a party, which such failure would cause the condition set forth in the second sentence of Section 7.3(a) to not be satisfied if such failure occurred immediately prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subjectClosing, (iv) any notice or other communication from any third party Person alleging that the consent of such third party Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement, Agreement or the Ancillary Agreements or (v) any Material Adverse Effect in their respective financial conditionsAction pending or, propertiesto the Company’s knowledge, businesses, results threatened against the Company or any of operations, its Subsidiaries relating to the transactions contemplated by this Agreement or prospects, taken as a whole, other than changes resulting from general economic conditionsthe Ancillary Agreements; provided, however, that that the delivery of any Company’s unintentional failure to give notice pursuant to under this Section 7.6 5.6 shall not cure such be deemed to be a breach of covenant under this Section 5.6 but instead shall constitute only a breach of the underlying representation or non-compliance warranty or limit covenant or otherwise affect condition, as the remedies available hereunder to the party receiving such noticecase may be.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubUntil the Closing Date, each of the Company, Shareholders, and Parent Seller, on the one hand, and MergerSub Buyer, on the other hand, shall give prompt notice to the Company, of other of: (ia) the occurrence or nonoccurrence non-occurrence of any event since the date hereof, the occurrence or nonoccurrence non-occurrence of which would be is likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any respect at or prior to the Effective TimeClosing (as though given on the Closing Date or as of the Closing), and (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, such party to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderhereunder (each a “Schedule Supplement”). Any disclosure in a Schedule Supplement under this Section 6.03 pertaining to matters first arising or first reasonably becoming known after the date hereof, shall not in any way (iiix) any notice ofbe included or affect the determination of whether the failure of conditions to such party's obligations to consummate the transactions set forth in Sections 7.02 or 7.03, as applicable, have been fulfilled or satisfied, or other communication relating to(y) limit any party’s right to termination set forth in Sections 9.01(b) and 9.01(c). For the avoidance of doubt, following the Closing Date, the sole remedy of all Persons (including the Indemnified Parties) for a default breach of this Section 6.03 shall be to make a claim for indemnification for the breach or event which, with notice, lapse inaccuracy of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date representations and warranties set forth in Article III, Article IV and Article V of this Agreement in accordance with Article VIII, and prior no Person (including any Indemnified Party) shall be permitted to the Effective Time, or shall make any claim under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditionsincluding Article VIII, properties, businesses, results for breach of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice6.03.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger, the LLC Merger or the other transactions contemplated hereby or from any person alleging that the consent of such third party person is or may be required in connection with the Merger, the LLC Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation, the Surviving Company or Parent, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger, the LLC Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstance, or the occurrence or non-occurrence of any event (vi) that renders or would reasonably be expected to render any Material Adverse Effect representation or warranty of such party set forth in their respective financial conditionsthis Agreement to be untrue or inaccurate to an extent such that the condition set forth in Sections 6.2(a) or 6.3(a), propertiesas applicable, businesseswould not be satisfied if the Closing were to then occur or (ii) that results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, results of operations, condition or prospects, taken as a whole, other than changes resulting from general economic conditionsagreement (including any condition set forth in Article VI) to be complied with or satisfied by such party hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.14 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The (a) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence discovery of any fact or nonoccurrence circumstance, or the occurrence, or non‑occurrence, of any event the occurrence or nonoccurrence of which would reasonably be likely expected to cause any representation or warranty contained in this Agreement condition to the obligation of any party to effect the Transactions not to be untrue satisfied or inaccurate at or prior to the Effective Timesatisfaction of those conditions being materially delayed, and (ii) any material failure of the Company, Parent, Parent or MergerSubMerger Sub, as the case may be, to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, under this Agreement which would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or cause any of its subsidiaries subsequent condition to the date obligation of this Agreement and prior any party to effect the Effective Time, under any contract Transactions not to be satisfied or agreement to which it or any the satisfaction of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsthose conditions being materially delayed; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.06 shall not (A) cure any breach of any representation or warranty requiring disclosure of such breach matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.06(a) shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. The Company shall Between the date hereof and the Closing, Seller will give Buyer prompt notice in writing, including, in the case of a notice by Seller pursuant to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of clause (i) the occurrence or nonoccurrence of below that is relevant to a Schedule, a revised Schedule, of: (i) any event the occurrence or nonoccurrence of which would be likely information known to cause Seller that indicates that any representation or warranty of Seller contained herein will not be true and correct in this Agreement a manner that would result in a failure of the condition specified in the first sentence of Section 5.1; and (ii) the occurrence of any event known to be untrue or inaccurate at or Seller which will result in the failure of a condition specified in Article V hereof. Seller shall also, upon obtaining knowledge prior to the Effective Time, Closing that any representation or warranty of Seller contained herein is not true and correct (ii) any material in a manner that would not result in a failure of the Companycondition specified in the first sentence of Section 5.1), Parentpromptly deliver notice thereof to Buyer, which notice shall include, in the case of notice of a matter that is relevant to a Schedule, a revised Schedule. Between the date hereof and the Closing, Buyer will give Seller prompt notice in writing of any information or event known to Buyer which will result in the failure of a condition specified in Article VI hereof or which indicates that a representation or warranty of Buyer contained herein is not true and correct. In the case of a notice by Seller pursuant to clause (i) of the first sentence of the preceding paragraph, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent pursuant to the date second sentence of this Agreement and the preceding paragraph (other than in respect of a condition set forth in Sections 5.5 or 5.6), unless prior to the Effective Timeearlier of (x) the scheduled Closing or (y) 5:00 p.m. New York time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that on the consent fifth business day following receipt of such third party is or may notice, Buyer has exercised its rights set forth in Section 7.1(g) to terminate this Agreement based on such notice (and revised Schedule, if applicable), Seller shall be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant deemed to this Section 7.6 shall not cure have cured 41 34 such breach of a representation or non-compliance or limit or warranty that otherwise affect might have existed and any such revised Schedules shall become the remedies available hereunder to the party receiving such noticeSchedules in effect for all purposes hereof.

Notification of Certain Matters. The Each of the Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub OELC shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence other Party of any fact, event the occurrence or nonoccurrence of which would be likely circumstance known to cause any representation it (a) that individually or warranty contained in this Agreement taken together with all other facts, events and circumstances known to be untrue it, has had or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the CompanyCompany or OELC or a Material Adverse Effect on OELC and its Subsidiaries or the Company and its Subsidiaries, Parentin each case taken as a whole, (b) that would cause or MergerSub, as the case may be, received by it or constitute a breach of any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Timerepresentations, under any contract warranties, covenants or agreement to which it or any of its subsidiaries is a party or is subjectagreements contained herein, (ivc) that would cause the failure of any notice or other communication from condition precedent to its obligations, (d) regarding any consent of a third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by Share Exchange, (e) relating to any notice or other communication from any Governmental Authority in connection with the Share Exchange, or (f) in respect of any Proceedings commenced relating to it or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.20 or (v) any Material Adverse Effect in their respective financial conditionsSection 5.9, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionsapplicable; provided, however, that (i) the delivery of any notice pursuant to this Section 7.6 7.8 shall not prevent or cure such any misrepresentations, breach of warranty or non-compliance breach of covenant, and (ii) disclosure by OELC or limit the Company pursuant to this Section 7.8 shall not be deemed to amend or otherwise affect supplement either the remedies available hereunder OELC Disclosure Schedule or the Company Disclosure Schedule, or constitute an exception to the party receiving such noticeany representation or warranty under this Agreement.

Notification of Certain Matters. The Subject to Applicable Law, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 8.01, the Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the CompanyCompany (and each will subsequently keep the other informed, on a reasonably current basis, of any material developments related to such notice), of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such Party or its Subsidiaries from any third party Governmental Authority in connection with this Agreement, the Merger or the other Transactions, or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by Merger or the other Transactions (ii) any claims, investigations or Proceedings commenced, threatened in writing or, to such Party’s Knowledge, threatened orally against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries that relate to this Agreement, the Merger or the other Transactions, (viii) any Material Adverse Effect inaccuracy in their respective financial conditionsor breach of any representation or warranty or breach of covenant or agreement contained in this Agreement that would reasonably be expected to cause, propertiesin the case of the Company, businessesany of the conditions set forth in Sections 7.01 or 7.02 not to be satisfied or any conditions of the Company, results its Subsidiaries, or, in the case of operationsParent or Merger Sub, any of the conditions set forth in Sections 7.01 or 7.03 not to be satisfied. Notwithstanding anything in this Agreement to the contrary, no such notification shall cure any breach of, or prospectsinaccuracy in the representations, taken as a wholewarranties, other than changes resulting from general economic conditions; provided, however, that covenants or agreements of the delivery Parties or cure any failure of any notice pursuant the conditions to this Section 7.6 shall not cure such breach the obligations of the Parties or non-compliance or otherwise limit or otherwise affect the remedies available hereunder to the party Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubBuyer, and Parent and MergerSub Buyer shall give prompt notice to the Company, of (ia) the occurrence occurrence, or nonoccurrence non occurrence, of any event the occurrence occurrence, or nonoccurrence non occurrence, of which would could reasonably be likely expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at in any material respect, in the case of representations or prior to warranties not qualified by any “material” or “Company Material Adverse Effect” qualifier, or in any respect, in the Effective Timecase of representations or warranties qualified by the “material” or “Company Material Adverse Effect” qualifier, and (iib) any material failure of the Company, Parent, Buyer or MergerSubMerger Sub, as the case may be, to comply with or satisfy any covenant, condition, covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.9 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. In addition, the Company shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to the Company, of any notice or other communication (i) from any Person and the response thereto of the Company or the Subsidiaries or Buyer, as the case may be, or its or their Representatives alleging that the consent of such Person is or may be required in connection with this Agreement or the Transactions, (ii) from any Governmental Entity and the response thereto of the Company or the Subsidiaries or Buyer, as the case may be, or its or their Representatives in connection with this Agreement or the Transactions, and (iii) except in the event the Company’s Board of Directors shall have effected a Change in the Company Recommendation, from or to the SEC.

Notification of Certain Matters. The From and after the date of this Agreement until the earlier to occur of the Effective Date or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iva) any notice or other communication received by such party from any third Governmental Entity in connection with the Merger or the other Transactions, including with respect to the Required Approvals; (b) any notice or other communication received by such party from any person alleging that the consent of such third party person is or may be required in connection with the transactions contemplated by Merger or the other Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Company or Parent; (c) any Legal Proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries that relate to the Merger or the other Transactions and (d) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, could reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.9 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party hereto receiving such noticenotice or the representations or warranties of the parties hereto, or the conditions to the obligations of the parties hereto.

Notification of Certain Matters. The Section 7.4.1 RRT and the Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, Buyer of any of the following that occurs before the Closing: (i) the occurrence occurrence, or nonoccurrence failure to occur, of any event the occurrence or nonoccurrence of which would be likely to cause that causes any representation or warranty of any Seller or the Company contained in this Agreement or in any Ancillary Agreement to which it is a party to be untrue or inaccurate at in any material respect (and similarly, each Seller hereby agrees to give prompt notice to RRT of any of the following that occurs before the Closing: the occurrence, or prior failure to the Effective Timeoccur, of any event that causes any representation or warranty of such Seller contained in this Agreement or in any Ancillary Agreement to which he/it is a party to be untrue or inaccurate in any material respect); and (ii) any material failure of any Seller or the Company, Parent, or MergerSub, as the case may be, Company to comply with or satisfy in any material respect any covenant, condition, condition or agreement to be complied with or satisfied by it hereunderhereunder (and similarly, (iii) any each Seller hereby agrees to give prompt notice of, or other communication relating to, a default or event which, with notice, lapse to RRT of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent the following that occurs before the Closing: any failure of such Seller to the date of this Agreement and prior to the Effective Timecomply with or satisfy in any material respect any covenant, under any contract condition or agreement to which be complied with or satisfied by he/it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditionshereunder); provided, however, such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition; provided further, that notwithstanding anything in this Agreement to the delivery contrary, in no event shall any Seller (other than RRT) be in breach of this Section 7.4.1 as a result of a breach of Section 7.4.1 by RRT unless said breach by RRT is caused by, or is a result of, a breach of this Agreement or any Ancillary Agreement by the particular Seller at issue. The Company shall promptly notify the Buyer of any notice pursuant default, the threat or commencement of any Proceeding, or any development that occurs before the Closing of which it is aware that results, or would reasonably be expected to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such noticeresult, in a Company Material Adverse Effect.

Notification of Certain Matters. The Company shall Xxxxx’s has agreed to give prompt notice to Parent General Xxxxx and MergerSubPurchaser, and Parent General Xxxxx and MergerSub shall Purchaser have agreed to give prompt notice to the CompanyXxxxx’s, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (iia) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party person alleging that the consent of such third party person is or may be required in connection with the transactions contemplated by this the Merger Agreement, or (vb) any communication from any governmental authority in connection with the transactions contemplated by the Merger Agreement, (c) legal actions, arbitrations, litigations, suits or other civil or criminal proceedings related to the transactions contemplated by the Merger Agreement, (d) the material failure of any party to comply with or satisfy any covenant, condition or agreement in the Merger Agreement, in each case such that the Offer Conditions or the conditions to the Merger described below would not be satisfied or would give rise to a right a termination under certain provisions of the Merger Agreement, as the case may be, and (e) any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or a Parent Material Adverse Effect (as defined in their respective financial conditionsthe Merger Agreement), properties, businesses, results of operationsas applicable, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, which would reasonably be likely to result in the failure of any of that the delivery Offer Conditions or the conditions to the Merger described below to be satisfied. General Xxxxx and Xxxxxxxxx have also agreed to give prompt notice to Xxxxx’s of any notice pursuant fact or circumstance that would cause Purchaser to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect make the remedies available hereunder to the party receiving such noticeelection described above under “Conversion Event; Stockholder Vote Alternative.”

Notification of Certain Matters. The Company Subject to Section 5.4, during the period commencing with the execution and delivery of this Agreement until the earlier to occur of the termination of this Agreement pursuant to its terms and the Closing, Seller shall give prompt notice to Parent and MergerSubBuyer, and Parent and MergerSub Buyer shall give prompt notice to the CompanySeller, as promptly as reasonably practicable upon becoming aware of (ia) the any fact, change, condition, circumstance, event, occurrence or nonoccurrence of any event the non-occurrence that has caused or nonoccurrence of which would be is reasonably likely to cause any representation or warranty contained in this Agreement made by it to be untrue or inaccurate at in any material respect; or prior to the Effective Time, (iib) any material failure of the Company, Parent, or MergerSub, as the case may be, on its part to comply with or satisfy any covenant, condition, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice ofin each case if and only to the extent that such untruth, inaccuracy or other communication relating to, a default or event which, with notice, lapse of time, or both, failure would become a default which could reasonably be expected to have a Material Adverse Effect on cause any of the Companyconditions to the obligations of Seller or Buyer, Parentas applicable, to consummate the Transactions set forth in Section 6.2(a) or Section 6.2(b) (in the case of Buyer) and Section 6.3(a) or Section 6.3(b) (in the case of Seller) to fail to be satisfied at the Closing. In addition, subject to Section 5.4, Seller shall give Buyer notice, as promptly as reasonably practicable upon becoming aware, of any Legal Proceedings initiated by, against, or MergerSub, as the case may be, received by it involving Seller or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the Acquired Company. The delivery of any notice pursuant to this Section 7.6 5.15 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party Party receiving such notice, or the representations or warranties of, or the conditions to the obligations of, the Parties. Any Party’s unintentional failure to give notice under this Section 5.15 shall not be deemed to be a breach of covenant under this Section 5.15 but instead shall constitute only a breach of the underlying representation, warranty, covenant, condition or agreement, as the case may be.”

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSubParent, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any third party Governmental Authority in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such third party person is or may be required in connection with the Merger or the other transactions contemplated by hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VIII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.08 shall not (a) cure such any breach of, or non-compliance with, any other provision of this Agreement or (b) limit or otherwise affect the remedies available hereunder to the party receiving such notice. The parties agree and acknowledge that the Company's, on the one hand, and Parent's on the other hand, compliance or failure of compliance with this Section 7.08 shall not be taken into account for purposes of determining whether the condition referred to in Section 8.02(b) or Section 8.03(b), respectively, shall have been satisfied.